Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter)

Transcription

1 Page 1 of G/A 1 tetonform10.htm FORM 10-12G DATED FEBRUARY 24, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Teton Advisors, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 401 Theodore Fremd Ave Rye, New York (Address of Principal Executive Office) (Zip Code) (914) (Registrant s telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Class B Common Stock, par value $0.001 per share Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company)

2 Page 2 of 8 INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10 Our information statement is filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement. No. 1. Caption Location in Information Statement Business See Business and The Spin-off--Background 1A Risk Factors Financial Information Properties See Risk Factors See Summary Historical Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations See Management s Discussion and Analysis of Financial Condition and Results of Operations Real Estate Properties 4. Security Ownership of Certain Beneficial Owners and Management See Security Ownership of Certain Beneficial Owners and Management Directors and Executive Officers Executive Compensation Certain Relationships and Related Transactions, and Director Independence Legal Proceedings Market Price of and Dividends on the Registrant s Common Equity and Related Stockholder Matters Recent Sales of Unregistered Securities See Management Compensation of Directors and Executive Compensation See Management and Arrangements Between GAMCO and Teton See Certain Relationships and Related Party Transactions See Management s Discussion and Analysis of Financial Condition and Results of Operations Legal Proceedings See The Spin-off Trading Markets, and Dividend Policy Not Applicable 11. Description of Registrant s Securities to be Registered See Description of Capital Stock and Governance Indemnification of Directors and Officers Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure See Limitation of Liability and Indemnification of Directors and Officers See Exhibit A Not Applicable

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4 Page 4 of Financial Statements and Exhibits. a) Financial Statements. The following financial statements are included in the information statement and are filed as part of this Registration Statement on Form 10: Report of Independent Registered Public Accounting Firm Statements of Income for the Years Ended December 31, 2007, 2006 and 2005 Statements of Financial Condition for the Years Ended December 31, 2007, 2006 and 2005 Statements of Stockholders Equity for the Years Ended December 31, 2007, 2006 and 2005 Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005 Notes to Financial Statements Unaudited Condensed Statements of Income for the Period Ended September 30, 2008 Unaudited Condensed Statements of Financial Condition for the Period Ended September 30, 2008 Unaudited Condensed Statements of Stockholders Equity for the Period Ended September 30, 2008 Unaudited Condensed Statements of Cash Flows for the Period Ended September 30, 2008 Notes to Financial Statements b) Exhibits. The following documents are filed as exhibits hereto: Exhibit No. Exhibit Description 3.1 Certificate of Incorporation of Teton Advisors, Inc. (formerly Gabelli Advisers, Inc.), as amended* 3.2 Amended and Restated By-Laws of Teton Advisors, Inc. (formerly Gabelli Advisers, Inc.)* 4.1 Specimen Class B Common Stock Certificate of Teton Advisors, Inc.* 10.1 Service Mark and Name License Agreement, dated February 20, 2009, by and among GAMCO Investors, Inc. and Teton Advisors, Inc.* 10.2 Transitional Administrative and Management Services Agreement, dated February 20, 2009, between GAMCO Investors, Inc. and Teton Advisors, Inc.* 10.3 Separation and Distribution Agreement, dated February 20, 2009, between GAMCO Investors, Inc. and Teton Advisors, Inc.* 10.4 Employment Agreement, dated July 18, 2008, between Nicholas F. Galluccio and Teton Advisors, Inc.* 99.1 Information Statement of Teton Advisors, Inc., dated February 24, 2009*

5 Page 5 of 8 * Filed herewith.

6 Page 6 of 8 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TETON ADVISORS, INC. Dated: February 24, 2009 By: /s/ Jeffrey M. Farber Name: Jeffrey M. Farber Title: Chief Financial Officer

7 Page 7 of 8 EXHIBIT INDEX Exhibit No. Exhibit Description 3.1 Certificate of Incorporation of Teton Advisors, Inc. (formerly Gabelli Advisers, Inc.), as amended* 3.2 Amended and Restated By-Laws of Teton Advisors, Inc. (formerly Gabelli Advisers, Inc.)* 4.1 Specimen Class B Common Stock Certificate of Teton Advisors, Inc.* 10.1 Service Mark and Name License Agreement, dated February 20, 2009, by and among GAMCO Investors, Inc. and Teton Advisors, Inc.* 10.2 Transitional Administrative and Management Services Agreement, dated February 20, 2009, between GAMCO Investors, Inc. and Teton Advisors, Inc.* 10.3 Separation and Distribution Agreement, dated February 20, 2009, between GAMCO Investors, Inc. and Teton Advisors, Inc.* 10.4 Employment Agreement, dated July 18, 2008, between Nicholas F. Galluccio and Teton Advisors, Inc.* 99.1 Information Statement of Teton Advisors, Inc., dated February 24, 2009* * Filed herewith.

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